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Intel Clears German, Austrian Competition Hurdles in USD 14.7bn Acquisition of Driver Assistance Technology Specialist Mobileye
Tuesday 11 July 2017

11 July 2017 - The German Federal Cartel Office (Bundeskartellamt) and the Austrian Bundeswettbewerbsbehörde (Federal Competition Authority) have each approved the previously announced proposed acquisition of Israeli driver assistance technology specialist Mobileye N.V. (NYSE: MBLY) by US-based chipmaker Intel, the companies said.

Approval from the German Bundeskartellamt and the Austrian Bundeswettbewerbsbehörde satisfies a condition to the closing of the previously announced all cash tender offer by Cyclops Holdings, LLC, a wholly owned subsidiary of Intel, to purchase all of the outstanding ordinary shares of Mobileye.

Completion of the tender offer remains subject to additional conditions described in the tender offer statement on Schedule TO filed by Cyclops Holdings with the US Securities and Exchange Commission on 5 April 2017.

This deal was announced in March.

Mobileye is in the development of computer vision and machine learning, data analysis, localisation and mapping for advanced driver assistance systems and autonomous driving.

Under the deal, a subsidiary of Intel will commence a tender offer to acquire all of the issued and outstanding ordinary shares of Mobileye for USD 63.54 per share in cash, representing an equity value of approximately USD 15.3bn and an enterprise value of USD 14.7bn.

The combination is expected to accelerate innovation for the automotive industry and position Intel as a leading technology provider in the fast-growing market for highly and fully autonomous vehicles.

Intel estimates the vehicle systems, data and services market opportunity to be up to USD 70bn by 2030. This transaction extends Intel's strategy to invest in data-intensive market opportunities that build on the company's strengths in computing and connectivity from the cloud, through the network, to the device.

This acquisition will combine the best-in-class technologies from both companies, spanning connectivity, computer vision, data center, sensor fusion, high-performance computing, localisation and mapping, machine learning and artificial intelligence, Intel said.

The transaction is expected to be accretive to Intel's non-GAAP EPS and free cash flow immediately. Intel intends to fund the acquisition with cash from the balance sheet.

It is expected to close within the next nine months. The deal has been approved by the Intel and Mobileye boards of directors and is subject to the receipt of certain regulatory approvals and other closing conditions. The offer is not subject to any financing conditions.

Citi and Rothschild Inc. serve as financial advisors and Skadden, Arps, Slate, Meagher and Flom LLP serves as legal counsel to Intel. Raymond James and Associates, Inc. serves as financial advisor and Morrison and Foerster LLP serves as legal counsel to Mobileye.
Date Published: 11/07/2017
Target: Mobileye N.V.
Country: USA
Deal Size: 14.7bn (USD)
Sector: Motor Vehicles
Type: Corporate acquisition
Financing: Cash
Status: Agreed
Buyer: Intel Corp
Buyer Advisor: Citi , Skadden, Arps, Slate, Meagher and Flom